Prospectus - Notowania

- 65 -
RISK FACTORS
Regional Court of Munich combined the mentioned proceedings to that
promoted by the hedge fund on July 29, 2009.
The defendants, despite being aware of the risk which normally accompanies
any legal proceedings, considered the action to be lacking foundation also in
consideration of the fact that all the transactions were carried out against
payments considered adequate partly on the basis of appraisals made by
independent advisors. For such reasons, no provision has been made.
(b) Special Representative
The annual general meeting of HVB’s shareholders held on June 27, 2007
passed a resolution which authorized the launch of action against UniCredit, its
legal representatives, HVB’s management board supervisory board, for the
damages caused to HVB by the sale of the equity investment the latter held in
BA and by the signing of the BCA between HVB and UniCredit during the
merger process. The legal counsel Thomas Heidel was appointed as Special
Representative by means of a meeting resolution voted for by the minority
shareholders, with the task of checking whether effectively the conditions
existed for furthering such action. Accordingly, the Special Representative was
vested with the authority to examine documents and obtain information with
regard to the company.
On the basis of the investigative activities carried out in particular at the HVB
offices, in December 2007 the Special Representative requested UniCredit to
return the BA shares sold to HVB.
In January 2008 UniCredit answered negatively to the request of the Special
Representative, maintaining that this request lacked grounds.
On February 20, 2008, Mr. Heidel acting as the Special Representative brought
legal action against UniCredit, its Chief Executive Officer Alessandro Profumo,
the former CEO of HVB Wolfgang Sprissler and the Chief Financial Officer of
HVB Rolf Friedhofen, requesting the return of the BA shares to HVB together
with compensation of any damage suffered in relation to the related affair or,
should this request not be upheld by the Munich Court, the payment of a sum,
for damages, amounting to at least €13.9 billion.
On July 10, 2008, Mr. Heidel filed and served a supplement to the legal action.
This accordingly requested that UniCredit, its Chief Executive Officer, the
former CEO and the Chief Financial Officer of HVB be ordered to return the
additional sum of €2.98 billion (plus interest) plus damages which may derive
from the capital increase resolved by HVB in April 2007 following the transfer
to HVB of the banking company of former UBM. Specifically, the Special
Representative maintained that the conferral had been overestimated and that the
regulations concerning accounts auditing had been violated.